8-K
filed May 1, 2026, 7:59 PM ET
ticker CWEN
CIK 0001567683
other material
confidence high
sentiment neutral
materiality 0.75
Clearway Energy eliminates Class A stock; converts all shares to reduced-vote Class C
Clearway Energy, Inc.
- Class A common stock converted to Class C effective May 1; CWEN.A trading suspended and ticker eliminated.
- Each former Class A share now carries 1/100th vote vs 1 vote previously; CEG's relative voting preserved via trust.
- Stockholders approved charter amendment at April 29 annual meeting; all director nominees elected.
- Total authorized shares reduced from 3.01B to 2.51B; no change to total outstanding shares.
- Voting Trust holds 41.7M Class B shares to maintain CEG's voting power at ~39.5%.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Clearway Energy, Inc. issued common stock.
- Security
- common stock
Exact text from the filing
On April 29, 2026, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Clearway Energy, Inc. (the “Company”), the stockholders of the Company approved, among other things, an amendment and restatement of the Certificate of Incorporation of the Company (the “Amended Charter”). Following receipt of stockholder approval at the Annual Meeting, on April 29, 2026, the Amended Charter was filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) and became effective.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Clearway Energy, Inc.: Certificate of Retirement amends the charter to retire all Class A common stock, reduce authorized Class A shares to zero, reduce total authorized capital stock to 2,510,000,000, and eliminate references to Class A common stock (effective 2026-05-01).
- Change
- charter amendment
- Effective
- 2026-05-01
Exact text from the filing
Following the Class A Conversion, on May 1, 2026, the Company filed with the Delaware Secretary of State a certificate of retirement pursuant to Section 243 of the DGCL (the “Certificate of Retirement”) to retire all shares of Class A common stock converted in the Class A Conversion, which also had the effect of amending the Amended Charter to (i) reduce the total number of authorized shares of Class A common stock from 34,613,853 to zero, (ii) reduce the total number of authorized shares of capital stock of the Company from 2,544,613,853 to 2,510,000,000 and (iii) eliminate from the Amended Charter all references to the Class A common stock (collectively, the “Class A Retirement”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Clearway Energy, Inc. entered into Voting Trust Agreement with Clearway Energy Group LLC (effective 2026-04-29).
- Action
- entry
- Counterparty
- Clearway Energy Group LLC
- Effective
- 2026-04-29
Exact text from the filing
On April 29, 2026, Clearway Energy Group LLC ("CEG"), the owner of all of the Company’s outstanding shares of Class B common stock, par value $0.01 per share (the "Class B common stock"), and Class D common stock, par value $0.01 per share (the "Class D common stock"), entered into a Voting Trust Agreement (the "Voting Trust Agreement") with Wilmington Trust, National Association, as the voting trustee thereunder (the "Voting Trustee"),
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Clearway Energy, Inc. shareholders approved Advisory vote on the Company's executive compensation at the 2026-04-29 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-04-29
Exact text from the filing
The foregoing Proposal 2 was approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Clearway Energy, Inc. shareholders approved Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for the 2026 fiscal year at the 2026-04-29 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-04-29
Exact text from the filing
The foregoing Proposal 3 was approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Clearway Energy, Inc. shareholders approved Approval of the Amended Charter to effect the Class A Conversion and update certain other historical matters at the 2026-04-29 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-04-29
Exact text from the filing
The foregoing Proposal 4 was approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Clearway Energy, Inc. shareholders approved Election of eleven directors at the 2026-04-29 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-04-29
Exact text from the filing
With respect to the foregoing Proposal 1, all eleven directors were elected and each received a plurality of the votes cast at the Annual Meeting.
View on SEC.gov
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